CCM: Shanghai 3F signs key assets reorganisation agreement framework 09-12-2016

On 5 Aug., 2016, Shanghai Huayi (Group) Company (Huayi), Shanghai 3F New Materials Co., Ltd. (Shanghai 3F) and China Culture Development (Group) Company (CCDC) signed the Key Assets Reorganisation Agreement Framework.



Source: Baidu


According to the agreement, Huayi will transfer its 89,388,381 shares (= 20% of the total) in Shanghai 3F to CCDC, for USD273.10 million (RMB1.81 billion). Meanwhile, the transaction this time involves assets sale and injection, aimed at promoting Shanghai 3F’s business transformation and development. According to CCM’s research, the transaction will be carried out step by step: 1. assets injection; 2. assets sale; 3. equity transfer.


About CCDC


Founded in April 2003, it is a state-owned enterprise mainly engaged in: operation of culture innovation industrial parks; investment, financing, technology R&D and technical service related to culture and relevant business; publications and related packaging/ decoration, and manufacturing of related equipment and materials.

 

From this equity transfer, CCDC will replace Huayi and become the controlling shareholder of Shanghai 3F. However, in light of the completely different businesses – fluorochemicals vs. culture/ education – where Shanghai 3F will go remains open to question.


Huayi, Shanghai 3F and CCDC have already reached a primary consensus about the cooperation: Shanghai 3F will sell its fluorochemicals business to Huayi by cash, and meanwhile will take CCDC’s culture/ education assets by cash OR by share issuing.




“In future, we will develop Shanghai 3F into a dominant platform for culture/ education business development and integration,” stated CCDC, “It is expected to establish an all-round education business, from preschool, K12 (from kindergarten to Grade 12) to occupational education, to build online and offline combined service system and to integrate quality education resources at home and abroad, so as to gradually grow into a culture/ education full chain platform.”


Regarding the assets reorganisation issue, the 3 sides will sign additional assets sale/ purchase agreements to make the implementation clear. Since the reorganisation is comparatively complicated, involving large assets and staff arrangement, the details are still under negotiation. Hence, Shanghai 3F has applied to the Shanghai Stock Exchange for continuing trade suspension from 13 Aug., (trade to restart and preproposal about the reorganisation to be unveiled at the same time on 10 Oct.).


About Huayi’s chemicals assets

 

In March 2015, Huayi input its core chemicals assets into its Double Coin Holdings Ltd. for USD1.75 billion (RMB11.6 billion), and achieved back door listing. Specifically, it included:


  • 100% shares of 5 subsidiaries, including Shanghai Huayi Energy Chemical Co., Ltd., Shanghai Huayi Fine Chemical Co., Ltd., Shanghai Huayi New Material Co., Ltd., Shanghai Tianyuan (Group) Co., Ltd. and Shanghai Huayi Group Investment Co., Ltd.


  • Partial shares of 2 subsidiaries, including 55% stake in Shanghai Huayi Information Technology Co., Ltd. and 30% stake in Shanghai Huayi Group Finance Co., Ltd.


Now Huayi divides its chemicals assets into 3 parts, covering energy chemicals, fine chemicals and chemicals service, and the corresponding products involve basic chemicals, fine chemicals and related new materials. In addition, it also develops service business to support chemicals business, such as trade, logistics, information technology, solutions and financing.

 

This article comes from China Fluoride Materials Monthly Report 1608, CCM

 



About CCM:

CCM is the leading market intelligence provider for China’s agriculture, chemicals, food & ingredients and life science markets. Founded in 2001, CCM offers a range of data and content solutions, from price and trade data to industry newsletters and customized market research reports. Our clients include Monsanto, DuPont, Shell, Bayer, and Syngenta. CCM is a brand of Kcomber Inc.

 

For more information about CCM, please visit www.cnchemicals.com or get in touch with us directly by emailing econtact@cnchemicals.com or calling +86-20-37616606.

 

Tag:  fluoride

 

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